AMENDMENT NO. 4
                                       TO
                           CREDIT FACILITIES AGREEMENT
                       (THAT WAS EFFECTIVE MARCH 20, 2001)
                                 BY AND BETWEEN
                              BANK OF AMERICA, N.A.
                      AS ADMINISTRATIVE AGENT AND A LENDER
                                       AND
                       THE OTHER LENDERS SIGNATORY THERETO
                                       AND
                             YOUNG INNOVATIONS, INC.
                                   AS BORROWER


In consideration of their mutual agreements herein and for other sufficient
consideration, the receipt of which is hereby acknowledged, YOUNG INNOVATIONS,
INC. ("Borrower"), BANK OF AMERICA, N.A. (as "Administrative Agent") agree as
follows:

1. DEFINITIONS; SECTION REFERENCES. The term "Original Loan Agreement" means the
Credit Facilities Agreement effective as of March 20, 2001, between Borrower,
Administrative Agent and the Lenders signatory thereto, as amended, including
without limitation, as amended by that certain Amendment No. 1 thereto effective
April 20, 2001, that certain Amendment No. 2 thereto effective September 28,
2001, that certain Amendment No. 3 thereto effective September 19, 2002 and that
certain Master Assignment and Assumption between Administrative Agent, Lenders,
Harris Trust and Savings Bank and Borrower, of even date herewith that is
effective simultaneously herewith (the "Master Assignment and Assumption"). The
term "this Amendment" means this Amendment. Capitalized terms used and not
otherwise defined herein have the meanings defined in the Original Loan
Agreement, except that the term "this Agreement" in the Original Loan Agreement
shall be deemed to mean the Original Loan Agreement as amended by this
Amendment. Section references are to sections of the Original Loan Agreement
unless otherwise indicated.

2. EFFECTIVE DATE OF THIS AMENDMENT. Provided that Administrative Agent has
received this Amendment fully executed by all parties hereto and each of the
documents and other items listed or described on Exhibit A hereto as being
required to be obtained, delivered or satisfied on or before the Effective Date
(as hereinafter defined), with each being satisfactory to Administrative Agent
and (as applicable) duly executed and (also as applicable) sealed, attested,
acknowledged, certified, or authenticated, this Amendment shall be effective as
of May ___, 2004 (the "Effective Date"), simultaneously with the effectiveness
of the Master Assignment and Assumption. If this Amendment does not become
effective, the Original Loan Agreement shall continue in full force and effect
as it existed in the absence of this Amendment.

3. AMENDMENTS TO ORIGINAL LOAN AGREEMENT. The Original Loan Agreement is amended
as follows, all such amendments to be effective on the Effective Date unless
otherwise indicated:

     3.1. REQUIRED LENDERS. Section 2.4 is deleted and replaced with the
     following:

          2.4. REFERENCES TO REQUIRED LENDERS. The words Required Lenders means
          (i) at any time when there are more than two Lenders, any one or more
          Lenders whose shares of Lenders' Exposure at the relevant time
          aggregate 51%, or (ii) at any time when there are less than three

<PAGE>

          Lenders, any one or more Lenders whose shares of Lenders' Exposure at
          the relevant time aggregate 100%.

     3.2. INCREASE IN REVOLVING LOAN COMMITMENT. The amount "$40,000,000" in
     Section 3.1.1 is deleted and replaced with the amount "$50,000,000".

     3.3. INTEREST RATES. The table in Section 4.5 is deleted and replaced with
     the following:

<TABLE>
<CAPTION>
                  ------------------------------------ -------------------- -------------------- ---------------------
                  IF THE RATIO OF BORROWER'S TOTAL     THE EURODOLLAR       THE BASE RATE        REVOLVING LOAN
                  FUNDED INDEBTEDNESS TO EBITDA IS:    INCREMENT            INCREMENT            COMMITMENT FEE (PER
                                                       SHALL BE:            SHALL BE:            ANNUM)
                  ------------------------------------ -------------------- -------------------- ---------------------
                  <S>                                  <C>                  <C>                  <C>
                  Greater than or equal to 2.00 to 1   1.50%                0.00%                0.20%
                  ------------------------------------ -------------------- -------------------- ---------------------
                  Greater  than or equal to 1.50 to 1  1.25%                0.00%                0.175%
                  but less than 2.00  to1
                  ------------------------------------ -------------------- -------------------- ---------------------
                  Less than 1.50 to 1                  1.00%                0.00%                0.15%
                  ------------------------------------ -------------------- -------------------- ---------------------
</TABLE>

     3.4. EXTENSION OF MATURITY. The date "September 28, 2004", each place it
     appears in Section 6.1.2, is deleted and replaced with the date "September
     28, 2007".

     3.5. GUARANTIES. The phrase "20 Business Days" in Section 8 is hereby
     deleted and replaced with the phrase "60 days."

     3.6. PRO FORMAS FOR PERMITTED ACQUISITIONS. Section 13.18 is deleted in its
     entirety.

     3.7. PERMITTED INVESTMENTS. Section 14.1.8 is deleted and replaced with the
     following two Sections:

          14.1.8. Loans by Young Acquisitions Company and/or Panoramic Rental
          Corp to its customers to finance the purchase of panoramic x-ray
          equipment from such Person, provided that (i) each such loan is
          secured by the equipment financed, (ii) the term of each such loan is
          no longer than three years, (iii) the other terms of each such loan,
          including the loan amount and interest rate, reflect that such loan
          was made on an arm's-length basis, and (iv) the amount of all such
          loans made by Young Acquisitions and Panoramic Rental Corp do not at
          any one time exceed $10,000,000 in the aggregate.

          14.1.9. Notes payable to any Covered Person in payment for the assets
          of such Covered Person sold, transferred, exchanged, leased or
          otherwise disposed of as permitted herein and Investments of Persons
          acquired in a Permitted Acquisition which do not fall within the
          Investments listed in Sections 14.1.1 through 14.1.8, to the extent
          the aggregate amount of such notes and such Investments does not at
          any one time exceed $250,000.

     3.8. PERMITTED INDEBTEDNESS - CAPITAL LEASES. The Dollar amount
     "$2,000,000", as it appears in Section 14.2.5, is deleted and replaced with
     the Dollar amount "$2,500,000".



                                       2

<PAGE>

     3.9. ACQUISITIONS. Section 14.6 is deleted and replaced with the following:

          14.6. ACQUISITIONS. Acquire stock or membership interests of, or any
          other equity interest in, another Person sufficient for such Person to
          become a Subsidiary or Affiliate of a Covered Person or a Joint
          Venture, or acquire all or substantially all of the assets of a Person
          or acquire a portion of the assets of a Person which constitute an
          operating division or operating group of such Person, except for, if
          there is no Existing Default and no Default or Event of Default will
          occur as a result of thereof, (i) asset acquisitions in the ordinary
          course of business that are not otherwise prohibited herein, (ii)
          acquisitions not otherwise permitted under this Section as are
          approved in writing by, and on terms and conditions satisfactory to,
          Required Lenders, and (iii) any acquisition of stock or membership
          interests of, or other equity interests in or assets of a Person with
          respect to which all of the following requirements have been met (in
          each case a Permitted Acquisition):

               14.6.1. NON-HOSTILE ACQUISITIONS; SIMILAR BUSINESS LINE. The
               acquisition must be non-hostile and must be of assets, or equity
               interests in a Person, in the same or similar line of business as
               Borrower or in a line of business that is synergistic with, or
               reasonably related to, the line of business of Borrower.

               14.6.2. INDIVIDUAL ACQUISITION DOLLAR LIMITATION. The total
               consideration to be paid in any particular acquisition may not
               exceed $17,500,000, unless otherwise approved by the Required
               Lenders.

               14.6.3. SURVIVING COMPANY BECOMES A GUARANTOR. If upon the
               consummation of the acquisition the Surviving Company will not be
               a Joint Venture, a Borrower or a Guarantor under this Agreement,
               Borrower shall provide notice of that fact to Administrative
               Agent no later than the date of the consummation of the
               acquisition. In such event, within 60 days after the consummation
               of the acquisition, at Administrative Agent's option, the
               Surviving Company shall become either (i) a Guarantor hereunder
               (by execution of a separate Guaranty or a joinder to an existing
               Guaranty which is satisfactory to Administrative Agent and the
               Lenders), or (ii) a Borrower hereunder (by execution and delivery
               of an amendment to this Agreement and appropriate notes, and
               other documents, and instruments which are satisfactory to
               Administrative Agent and the Lenders) and, if such Surviving
               Company is a Domestic Subsidiary that is a Material Subsidiary,
               shall deliver to Administrative Agent and the Lenders all other
               documents required by Section 8 for a Domestic Subsidiary that is
               a Material Subsidiary acquired, created or organized after the
               Execution Date.

               14.6.4. SURVIVING COMPANY IS SOLVENT. The Surviving Company will
               be Solvent upon consummation of the acquisition and upon the
               passage of time thereafter, and none of the covenants in Section
               15 will be violated as a consequence of such acquisition or with
               the passage of time thereafter.

     3.10. DISPOSAL OF PROPERTY. The Dollar amount "$2,500,000", as it appears
     in Section 14.11, is deleted and replaced with the Dollar amount
     "$5,000,000".

     3.11. FINANCIAL COVENANTS. Section 15 of the Loan Agreement is deleted and
     replaced with the following:



                                       3

<PAGE>

          15.1. SPECIAL DEFINITIONS. As used in this Section 15.1 and elsewhere
          herein, the following capitalized terms have the following meanings:

          EBITDA means, with respect to any fiscal period of Borrower, the net
          income of Borrower for such fiscal period, as determined in accordance
          with GAAP and reported on the Financial Statements for such period,
          plus (i) (A) Interest Expense in such period, (B) income tax expense
          in such period, (C) depreciation and amortization expense in such
          period, and (D) any extraordinary loss in such period, minus (ii) any
          extraordinary gain in such period, in each case calculated for
          Borrower for such period.

          Interest Expense means for any period of calculation, all interest,
          whether paid in cash or accrued as a liability, but without
          duplication, on Indebtedness of Borrower during such period.

          Net Worth means net worth as determined in accordance with GAAP.

          Total Capitalization means, as of the date of any determination, the
          sum of Borrower's Total Funded Indebtedness and Borrower's Net Worth.

          Total Funded Indebtedness means, as of any time, the sum of any
          contractual obligations to pay borrowed money (including, without
          limitation, any such Indebtedness incurred in connection with purchase
          money financing) and to make payments or reimbursements with respect
          to letters of credit (whether or not there have been drawings
          thereunder) at such time including, without limitation, the Aggregate
          Revolving Loan and the aggregate dollar amount of Capital Leases
          presented in Borrower's most recent Financial Statements as
          Liabilities.

          All other capitalized terms used in this Section 15 shall have their
          meanings and shall be determined under GAAP. All financial
          measurements respecting Borrower shall be made and calculated for
          Borrower and all of its now existing or later acquired, created or
          organized Subsidiaries, if any, on a consolidated basis in accordance
          with GAAP.

          15.2. MAXIMUM RATIO OF TOTAL FUNDED INDEBTEDNESS TO EBITDA. The ratio
          of Borrower's Total Funded Indebtedness to EBITDA, measured at the end
          of each fiscal quarter of Borrower (for the four fiscal quarters then
          ended) shall not be greater than 2.50 to 1.00.

          15.3 MAXIMUM RATIO OF TOTAL FUNDED INDEBTEDNESS TO TOTAL
          CAPITALIZATION. The ratio of Borrower's Total Funded Indebtedness to
          Total Capitalization, measured at the end of each fiscal quarter of
          Borrower shall not be greater than 0.50 to 1.00.

          15.4. MINIMUM EBITDA. Borrower's EBITDA measured as of the last day of
          each fiscal quarter of Borrower ending during each period specified
          below (in each case calculated for the four fiscal quarters then
          ended) shall not be less than the amount specified for such period
          below:



                                       4

<PAGE>

<TABLE>
<CAPTION>
                  -------------------------------------------------- -----------------------------------------------
                                       PERIOD                                        MINIMUM EBITDA
                  -------------------------------------------------- -----------------------------------------------
                  <S>                                                <C>
                  January 1, 2004 to December 31, 2004               $  18,500,000
                  -------------------------------------------------- -----------------------------------------------
                  January 1, 2005 to December 31, 2005               $  19,500,000
                  -------------------------------------------------- -----------------------------------------------
                  January 1, 2006 to December 31, 2006               $  20,500,000
                  -------------------------------------------------- -----------------------------------------------
                  January   1,  2007  and  the  last  day  of  each  $  21,500,000
                  calendar quarter thereafter
                  -------------------------------------------------- -----------------------------------------------
</TABLE>

     3.12. The following new Section 13.14.3 is added to the Original Loan
     Agreement immediately following Section 13.14.2:

          13.14.3. QUARTERLY REPORT OF ACQUISITION ACTIVITY. Quarterly, at the
          same time when financial statements of Borrower and its Subsidiaries
          are delivered under Section 13.13.2, a summary of the acquisition
          activity of Borrower and its Subsidiaries during Borrower's fiscal
          quarter most recently ended, specifying in reasonable detail for each
          acquisition (as applicable), the name of the Target Company, the name
          of the Acquiring Company, the name of the Surviving Company and
          whether any new Subsidiary was created, organized or acquired, the
          nature of the acquisition (e.g., asset or entity acquisition, merger
          or consolidation), the aggregate purchase price paid, the nature of
          the business(es) or assets acquired, the location(s) of the
          business(es) or assets acquired, the historical revenues of the
          business(es) or assets acquired, any Indebtedness, Indirect
          Obligations or Security Interests affecting the business(es) or assets
          acquired, any Investments acquired in connection with the acquisition
          and a certification that any such Indebtedness, Indirect Obligations,
          Security Interests and Investments, are Permitted Indebtedness,
          Permitted Indirect Obligations, Permitted Security Interests or
          Permitted Investments, respectively, and certifying that, at the time
          of each acquisition, there was no Existing Default and that no Default
          or Event of Default has occurred as a result of any of the
          acquisitions described.

     3.13. EVENTS OF DEFAULT. The amount "$250,000", each place it appears in
     Section 16.1 is hereby deleted and replaced with the amount "$2,000,000."

     3.14. REVISED DEFINITIONS. The definitions of "Permitted Redemptions" and
     "Redemption Documents" in the Glossary attached to the Original Loan
     Agreement as Exhibit 2.1 are hereby deleted and replaced with the following
     definitions:

          PERMITTED REDEMPTIONS -- the redemption by Borrower from time to time
          during the period commencing on May ___, 2004 and ending on the
          Revolving Loan Maturity Date pursuant to Redemption Documents, in one
          or more transactions, of such of its shares as may be purchased for
          consideration in an amount not to exceed $23,000,000; such repurchases
          may be made using the proceeds of this Agreement, however the total
          amount of consideration to be paid for all such repurchases (including
          funds which are not proceeds of this Agreement) may not exceed
          $23,000,000 unless otherwise approved by the Required Lenders.

          REDEMPTION DOCUMENTS -- those certain agreements between a Covered
          Person and one or more of the shareholders or other equity holders of



                                       5

<PAGE>

          any Covered Person (whether now existing or hereafter executed)
          providing for all or a portion of the Permitted Redemptions.

4. NEW EXHIBIT 3. Exhibit 3 is hereby deleted and replaced with Exhibit 3
attached to this Amendment.

5. EFFECT OF AMENDMENT. The execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of
Administrative Agent or any Lender under the Original Loan Agreement or any of
the other Loan Documents, nor constitute a waiver of any provision of the
Original Loan Agreement, or any of the other Loan Documents. Each reference in
the Original Loan Agreement to "the Agreement", "hereunder", "hereof", "herein",
or words of like import, shall be read as referring to the Original Loan
Agreement as amended hereby.

6. REPRESENTATIONS AND WARRANTIES OF BORROWER. Borrower hereby represents and
warrants to Lenders that (i) execution, delivery and performance of this
Amendment, and all transactions contemplated by the Amendment, have been duly
authorized by all requisite action of Borrower; (ii) no consents are necessary
from any third parties for Borrower's execution, delivery or performance of this
Amendment or in connection with any transaction contemplated by this Amendment,
(iii) this Amendment and the Original Loan Agreement constitute the legal, valid
and binding obligations of Borrower enforceable against Borrower in accordance
with their terms, except to the extent that the enforceability thereof against
Borrower may be limited by bankruptcy, insolvency or other laws affecting the
enforceability of creditors rights generally or by equity principles of general
application, (iv) except as disclosed on the supplemental disclosure schedule
attached hereto as Exhibit B and the disclosure schedule attached to the
Original Loan Agreement, all of the representations and warranties contained in
Section 11 of the Original Loan Agreement, as amended hereby, are true and
correct with the same force and effect as if made on and as of the Effective
Date, and (v) there is no Existing Default and no Default or Event or Default
will occur immediately or with the passage of time or giving of notice as a
consequence of this Amendment becoming effective.

7. REAFFIRMATION. Borrower hereby acknowledges and confirms that (i) except as
expressly amended hereby, the Original Loan Agreement and other Loan Documents
remain in full force and effect, (ii) the Original Loan Agreement, as amended
hereby, is in full force and effect, (iii) Borrower has no defenses to its
obligations under the Original Loan Agreement and the other Loan Documents, and
(iv) Borrower has no claim of any nature against Administrative Agent or any
Lender arising from or in connection with the Original Loan Agreement or the
other Loan Documents.

8. COUNTERPARTS. This Amendment may be executed by the parties hereto on any
number of separate counterparts, and all such counterparts taken together shall
constitute one and the same instrument. It shall not be necessary in making
proof of this Amendment to produce or account for more than one counterpart
signed by the party to be charged.

9. COUNTERPART FACSIMILE EXECUTION. This Amendment, or a signature page thereto
intended to be attached to a copy of this Amendment, signed and transmitted by
facsimile machine or telecopier shall be deemed and treated as an original
document. The signature of any Person thereon, for purposes hereof, is to be
considered as an original signature, and the document transmitted is to be
considered to have the same binding effect as an original signature on an
original document. At the request of any party hereto, any facsimile or telecopy
document is to be re-executed in original form by the Persons who executed the
facsimile or telecopy document. No party hereto may raise the use of a facsimile
machine or telecopier or the fact that any signature was transmitted through the
use of a facsimile or telecopier machine as a defense to the enforcement of this
Amendment.



                                       6

<PAGE>

10. GOVERNING LAW. This Amendment and the rights and obligations of the parties
hereunder shall be governed by and construed and interpreted in accordance with
the internal laws of the State of Missouri applicable to contracts made and to
be performed wholly within such state, without regard to choice or conflict of
laws provisions.

11. FINAL EXPRESSION; NO COURSE OF DEALING. This Amendment is intended by the
parties as a final expression of their agreement evidenced hereby and is
intended as a complete and exclusive statement of the terms and conditions
thereof.

12. INCORPORATION BY REFERENCE. Administrative Agent, the undersigned Lenders
and Borrower hereby agree that all of the terms of the Loan Documents are
incorporated in and made a part of this Amendment by this reference.

13. STATUTORY NOTICE. The following notice is given pursuant to Section 432.045
of the Missouri Revised Statutes; nothing contained in such notice will be
deemed to limit or modify the terms of the Loan Documents or this Amendment:

     ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR
     FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW
     SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER(S)) AND US
     (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH
     COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE
     AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
     AGREE IN WRITING TO MODIFY IT.

     BORROWER AND LENDER HEREBY AFFIRM THAT THERE IS NO UNWRITTEN ORAL CREDIT
     AGREEMENT BETWEEN BORROWER AND LENDER WITH RESPECT TO THE SUBJECT MATTER OF
     THIS AMENDMENT.

                     [remainder of page intentionally blank]



                                       7

<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Amendment to be executed
by appropriate duly authorized officers as of the Effective Date.


YOUNG INNOVATIONS, INC.                     BANK OF AMERICA, N.A., as
by its Executive Vice President and Chief   Administrative Agent
Financial  Officer                          by its Vice President

/s/ Arthur L. Herbst, Jr.                   /s/ David A. Johanson
-------------------------------------       ------------------------------------
Name: Arthur L. Herbst, Jr.                 Name:  David A. Johanson




THE NORTHERN TRUST COMPANY, as a Lender     BANK OF AMERICA, N.A., as a Lender
by its Vice President                       by its Senior Vice President

/s/ Fredric McClendon                       /s/ Jennifer Gerdes
-------------------------------------       ------------------------------------
Name: Fredric McClendon                     Name: Jennifer Gerdes

<PAGE>

                                    EXHIBIT 3

                    LENDERS' COMMITMENTS AND PRO-RATA SHARES


<TABLE>
<CAPTION>
------------------------------------------- ---------------------------------------- ----------------------------
                  LENDER                           REVOLVING LOAN COMMITMENT               PRO-RATA SHARES
------------------------------------------- ---------------------------------------- ----------------------------
<S>                                                     <C>                                      <C>
Bank of America, N.A.                                   $35,000,000                              70%
------------------------------------------- ---------------------------------------- ----------------------------
The Northern Trust Company                              $15,000,000                              30%
------------------------------------------- ---------------------------------------- ----------------------------
AGGREGATES                                              $50,000,000                             100%
------------------------------------------- ---------------------------------------- ----------------------------



------------------------------------------ ----------------------------------------- ---------------------------
LENDER                                            SWINGLINE LOAN COMMITMENT          PRO RATA SHARES
------------------------------------------ ----------------------------------------- ---------------------------
Bank of America, N.A.                                  $  3,000,000                             100%
------------------------------------------ ----------------------------------------- ---------------------------

</TABLE>

<PAGE>

                                    EXHIBIT A
                         DOCUMENTS AND REQUIREMENTS LIST

ITEMS TO BE OBTAINED, DELIVERED, OR SATISFIED EXECUTED ON OR BEFORE THE
EXECUTION DATE

1.   Copies of all Consents, Licenses and Approvals (obtained by Borrower in
     connection with the execution, performance, and enforceability of this
     Amendment)

2.   Master Assignment and Assumption Agreement

3.   Amendment No. 4 to Credit Facilities Agreement, together with all exhibits
     and schedules (including the Supplement to Disclosure Schedule)
4.   Amended and Restated Revolving Notes:

     a.   $35,000,000 - Bank of America

     b.   $15,000,000 - The Northern Trust Company

5.   Certificate of the Secretary of Borrower, certifying (a) that its articles
     or certificate of incorporation and bylaws of Borrower previously certified
     in connection with the execution of the Loan Agreement have not been
     amended, (b) the resolutions adopted by the Board of Directors of Borrower,
     authorizing the execution, delivery and performance of the Amendment and
     all related documents by Borrower, are attached to the certificate and
     remain in full force and effect, and (c) a certificate of incumbency
     specifying the names, titles, and true signatures of the incumbent
     corporate officers authorized to sign the Amendment and all related
     documents on behalf of Borrower is attached to the certificate.

6.   Good Standing Certificates for Borrower and each of the following Material
     Subsidiaries from the Secretary of State of their states of incorporation
     and qualification:

     a.   Borrower (MO corporation) - MO

     b.   Young Dental Manufacturing I, LLC (MO limited liability company) - MO,
          TX

     c.   Young Acquisitions Company d/b/a Panoramic (MO corporation) - MO, IN

     d.   Young PS Acquisitions, LLC d/b/a Plak Smacker (DE limited liability
          company) - DE, CA

     e.   Young Colorado, LLC - DE, CO

     f.   Young OS LLC - DE

7.   Joint Acknowledgement of Guarantors

8.   Legal Opinion of counsel to Borrower and each Material Subsidiary in form
     satisfactory to Administrative Agent

9.   Payment of Upfront Fee ($20,000, to be divided pro rata among the Lenders)

<PAGE>

                                    EXHIBIT B
                       (SUPPLEMENTAL DISCLOSURE SCHEDULE)




        There are no supplemental disclosures if nothing is listed below.